Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2021 | Jul. 31, 2021 | |
Document and Entity Information [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2021 | |
Entity File Number | 001-36576 | |
Entity Registrant Name | MARINUS PHARMACEUTICALS, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 20-0198082 | |
Entity Address, Address Line One | 5 Radnor Corporate Center, Suite 500 | |
Entity Address, Address Line Two | 100 Matsonford Rd | |
Entity Address, City or Town | Radnor | |
Entity Address, State or Province | PA | |
Entity Address, Postal Zip Code | 19087 | |
City Area Code | 484 | |
Local Phone Number | 801-4670 | |
Title of 12(b) Security | Common Stock, par value $0.001 per share | |
Trading Symbol | MRNS | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 36,732,035 | |
Entity Central Index Key | 0001267813 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 112,493 | $ 138,509 |
Short-term investments | 1,474 | |
Federal contract revenue receivable | 4,201 | 1,646 |
Prepaid expenses and other current assets | 4,230 | 4,638 |
Total current assets | 120,924 | 146,267 |
Property and equipment, net | 1,984 | 1,945 |
Other assets | 2,081 | 2,250 |
Total assets | 124,989 | 150,462 |
Current liabilities: | ||
Accounts payable | 3,311 | 2,211 |
Accrued expenses | 13,383 | 8,518 |
Total current liabilities | 16,694 | 10,729 |
Notes payable, net of deferred financing costs | 10,970 | |
Other long-term liabilities | 2,266 | 2,534 |
Total liabilities | 29,930 | 13,263 |
Stockholders' equity: | ||
Series A convertible preferred stock, $0.001 par value; 25,000,000 shares authorized, 4,575 shares issued and outstanding at June 30, 2021 and 4,753 issued and outstanding at December 31, 2020 | 4,302 | 4,469 |
Common stock, $0.001 par value; 150,000,000 shares authorized, 36,739,709 issued and 36,747,016 outstanding at June 30, 2021 and 36,585,767 issued and 36,578,460 outstanding at December 31, 2020 | 37 | 37 |
Additional paid-in capital | 453,613 | 444,622 |
Treasury stock at cost, 7,307 shares at June 30, 2021 and December 31, 2020 | ||
Accumulated deficit | (362,893) | (311,929) |
Total stockholders' equity | 95,059 | 137,199 |
Total liabilities and stockholders' equity | $ 124,989 | $ 150,462 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2021 | Dec. 31, 2020 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 150,000,000 | 150,000,000 |
Common stock, shares issued | 36,739,709 | 36,585,767 |
Common stock, shares outstanding | 36,732,402 | 36,578,460 |
Treasury stock, shares | 7,307 | 7,307 |
Series A Convertible Preferred Stock | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 25,000,000 | 25,000,000 |
Preferred Stock, Shares Issued | 4,575 | 4,753 |
Preferred stock, shares outstanding | 4,575 | 4,753 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS | ||||
Federal contract revenue | $ 1,905 | $ 3,711 | ||
Expenses: | ||||
Research and development | 18,562 | $ 11,752 | 37,153 | $ 26,756 |
General and administrative | 6,828 | 4,130 | 17,204 | 7,980 |
Loss from operations | (23,485) | (15,882) | (50,646) | (34,736) |
Interest income | 16 | 212 | 40 | 398 |
Interest expense | (351) | (351) | ||
Other expense, net | (3) | (5) | (7) | (9) |
Net loss and comprehensive loss | (23,823) | (15,675) | (50,964) | (34,347) |
Deemed dividends on convertible preferred stock | (8,880) | |||
Net loss applicable to common shareholders | $ (23,823) | $ (15,675) | $ (50,964) | $ (43,227) |
Per share information: | ||||
Net loss per share of common stock-basic and diluted | $ (0.65) | $ (0.63) | $ (1.39) | $ (1.86) |
Basic and diluted weighted average shares outstanding | 36,659,615 | 24,942,624 | 36,629,823 | 23,295,199 |
Net loss | $ (23,823) | $ (15,675) | $ (50,964) | $ (34,347) |
Other comprehensive income: | ||||
Unrealized gain on available-for-sale securities | 27 | |||
Total comprehensive loss | $ (23,823) | $ (15,675) | $ (50,964) | $ (34,320) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Cash flows from operating activities | ||
Net loss | $ (50,964) | $ (34,347) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 171 | 169 |
Amortization of debt issuance costs | 111 | |
Stock-based compensation expense | 8,026 | 3,672 |
Noncash lease expense | 152 | 127 |
Noncash lease liability | 162 | 187 |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current and non-current assets and federal contract revenue receivables | (1,017) | (680) |
Accounts payable, accrued expenses and other long term-liabilities | 4,229 | 827 |
Net cash used in operating activities | (39,130) | (30,045) |
Cash flows from investing activities | ||
Maturities of short-term investments | 1,474 | 2,729 |
Purchases of short-term investments | (8,931) | |
Deposit on property and equipment | (1,124) | |
Purchases of property and equipment | (172) | |
Net cash provided by (used in) investing activities | 178 | (6,202) |
Cash flows from financing activities | ||
Proceeds from exercise of stock options | 801 | 512 |
Proceeds from notes payable, net of issuance costs | 12,283 | |
Financing costs, paid | (148) | |
Proceeds from equity offerings, net of offering costs | 43,722 | |
Net cash provided by financing activities | 12,936 | 44,234 |
Net (decrease) increase in cash and cash equivalents | (26,016) | 7,987 |
Cash and cash equivalents-beginning of period | 138,509 | 90,943 |
Cash and cash equivalents-end of period | 112,493 | 98,930 |
Supplemental disclosure of cash flow information | ||
Accrued financing costs associated with notes payable | 1,423 | |
Contractual exit fee included in notes payable | 300 | |
Property and equipment in accounts payable and accrued expenses | $ 27 | |
Conversion of preferred stock to common stock | 4 | |
Accrued equity offering costs | $ 210 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Follow-on Public Offering, OneCommon Stock | Follow-on Public Offering, OneAdditional Paid-in Capital | Follow-on Public Offering, One | Series A Convertible Preferred StockPreferred Stock | Common Stock | Additional Paid-in Capital | Treasury Stock | Accumulated Other Comprehensive Income | Accumulated Deficit | Total |
Balance at Dec. 31, 2019 | $ 22 | $ 295,121 | $ (235,574) | $ 59,569 | ||||||
Balance (in shares) at Dec. 31, 2019 | 21,625,088 | 7,307 | ||||||||
Increase (Decrease) in Stockholders' Equity (Deficit) | ||||||||||
Stock-based compensation expense | 1,876 | 1,876 | ||||||||
Exercise of stock options | 312 | 312 | ||||||||
Exercise of stock options (in shares) | 59,978 | |||||||||
Issuance of restricted stock (in shares) | 5,250 | |||||||||
Deemed dividend on beneficial conversion feature - Series A convertible preferred stock | 8,880 | (8,880) | ||||||||
Unrealized gain (loss) on investments | $ 27 | 27 | ||||||||
Net loss | (18,672) | (18,672) | ||||||||
Balance at Mar. 31, 2020 | $ 22 | 306,189 | 27 | (263,126) | 43,112 | |||||
Balance (in shares) at Mar. 31, 2020 | 21,690,316 | 7,307 | ||||||||
Balance at Dec. 31, 2019 | $ 22 | 295,121 | (235,574) | 59,569 | ||||||
Balance (in shares) at Dec. 31, 2019 | 21,625,088 | 7,307 | ||||||||
Increase (Decrease) in Stockholders' Equity (Deficit) | ||||||||||
Net loss | (34,347) | |||||||||
Balance at Jun. 30, 2020 | $ 8,745 | $ 31 | 371,143 | 27 | (278,801) | 101,145 | ||||
Balance (in shares) at Jun. 30, 2020 | 9,303 | 30,555,978 | 7,307 | |||||||
Balance at Mar. 31, 2020 | $ 22 | 306,189 | 27 | (263,126) | 43,112 | |||||
Balance (in shares) at Mar. 31, 2020 | 21,690,316 | 7,307 | ||||||||
Increase (Decrease) in Stockholders' Equity (Deficit) | ||||||||||
Stock-based compensation expense | 1,796 | 1,796 | ||||||||
Exercise of stock options | 200 | 200 | ||||||||
Exercise of stock options (in shares) | 47,455 | |||||||||
Issuance of common stock | $ 5 | $ 42,905 | $ 42,910 | |||||||
Issuance of common stock (in shares) | 4,600,000 | |||||||||
Issuance of common stock under equity distribution agreement | 602 | 602 | ||||||||
Issuance of common stock under equity distribution agreement (in shares) | 78,807 | |||||||||
Transfer of convertible preferred stock into permanent equity | $ 8,745 | 8,745 | ||||||||
Transfer of convertible preferred stock into permanent equity (in shares) | 9,303 | |||||||||
Conversion of convertible preferred stock to common stock | $ 4 | 19,451 | 19,455 | |||||||
Conversion of convertible preferred stock to common stock (in shares) | 4,139,400 | |||||||||
Net loss | (15,675) | (15,675) | ||||||||
Balance at Jun. 30, 2020 | $ 8,745 | $ 31 | 371,143 | $ 27 | (278,801) | 101,145 | ||||
Balance (in shares) at Jun. 30, 2020 | 9,303 | 30,555,978 | 7,307 | |||||||
Balance at Dec. 31, 2020 | $ 4,469 | $ 37 | 444,622 | (311,929) | 137,199 | |||||
Balance (in shares) at Dec. 31, 2020 | 4,753 | 36,585,767 | 7,307 | |||||||
Increase (Decrease) in Stockholders' Equity (Deficit) | ||||||||||
Stock-based compensation expense | 5,035 | 5,035 | ||||||||
Exercise of stock options | 244 | 244 | ||||||||
Exercise of stock options (in shares) | 55,030 | |||||||||
Financing costs under equity distribution agreement | (3) | (3) | ||||||||
Net loss | (27,141) | (27,141) | ||||||||
Balance at Mar. 31, 2021 | $ 4,469 | $ 37 | 449,898 | (339,070) | 115,334 | |||||
Balance (in shares) at Mar. 31, 2021 | 4,753 | 36,640,797 | 7,307 | |||||||
Balance at Dec. 31, 2020 | $ 4,469 | $ 37 | 444,622 | (311,929) | 137,199 | |||||
Balance (in shares) at Dec. 31, 2020 | 4,753 | 36,585,767 | 7,307 | |||||||
Increase (Decrease) in Stockholders' Equity (Deficit) | ||||||||||
Net loss | (50,964) | |||||||||
Balance at Jun. 30, 2021 | $ 4,302 | $ 37 | 453,613 | (362,893) | 95,059 | |||||
Balance (in shares) at Jun. 30, 2021 | 4,575 | 36,739,709 | 7,307 | |||||||
Balance at Mar. 31, 2021 | $ 4,469 | $ 37 | 449,898 | (339,070) | 115,334 | |||||
Balance (in shares) at Mar. 31, 2021 | 4,753 | 36,640,797 | 7,307 | |||||||
Increase (Decrease) in Stockholders' Equity (Deficit) | ||||||||||
Stock-based compensation expense | 2,991 | 2,991 | ||||||||
Exercise of stock options | 557 | 557 | ||||||||
Exercise of stock options (in shares) | 63,312 | |||||||||
Conversion of convertible preferred stock to common stock | $ (167) | 167 | ||||||||
Conversion of convertible preferred stock to common stock (in shares) | (178) | 35,600 | ||||||||
Net loss | (23,823) | (23,823) | ||||||||
Balance at Jun. 30, 2021 | $ 4,302 | $ 37 | $ 453,613 | $ (362,893) | $ 95,059 | |||||
Balance (in shares) at Jun. 30, 2021 | 4,575 | 36,739,709 | 7,307 |
STATEMENTS OF STOCKHOLDERS' EQU
STATEMENTS OF STOCKHOLDERS' EQUITY (Parenthetical) $ in Thousands | 3 Months Ended |
Jun. 30, 2020USD ($)$ / shares | |
Follow-on Public Offering, One | |
Share Price (in dollars per share) | $ / shares | $ 2.50 |
Stock issuance costs | $ 3,090 |
2017 Equity Distribution Agreement | |
Stock issuance costs | $ 68 |
Description of the Business and
Description of the Business and Liquidity | 6 Months Ended |
Jun. 30, 2021 | |
Description of the Business and Liquidity | |
Description of the Business and Liquidity | 1. Description of the Business and Liquidity We are a clinical stage pharmaceutical company focused on developing and commercializing innovative therapeutics to treat patients suffering from seizure disorders. Our clinical stage product candidate, ganaxolone, is a positive allosteric modulator of GABA A A In December 2019, an outbreak of a novel strain of coronavirus (COVID-19) was identified in Wuhan, China. This virus was declared a pandemic by the World Health Organization in March 2020 and has spread to nearly every country in the world, including the United States (U.S.). Efforts to contain the spread of COVID-19 have intensified and many countries, including the U.S., have implemented severe travel restrictions, business shutdowns and social distancing measures that have impacted clinical development through supply chain shortages and clinical trial enrollment difficulties as hospitals reduce and redeploy staff, divert resources to patients suffering from COVID-19 and limit hospital access for non-patients. The pandemic poses the risk that we, our employees, contractors, suppliers, or other partners may be prevented from conducting normal business activities for an indefinite period of time, including those due to shutdowns that may be requested or mandated by governmental authorities. The continued global spread of COVID-19 has not materially adversely impacted our operating results, financial condition or cash flows as of and for the six months ended June 30, 2021. However, COVID-19 has impacted our clinical operations and timelines. For example, several of our Phase 1 trials of oral ganaxolone to support the development of CDKL5 deficiency disorder (CDD) have experienced delays in enrollment due to COVID-19. In response to COVID-19, for our ongoing clinical trials, we have implemented multiple measures consistent with the U.S. Food and Drug Administration’s guidance on the conduct of clinical trials of medical products during the COVID-19 pandemic, including implementing remote site monitoring and remote visits using telemedicine where needed. However, COVID-19 may still adversely impact our clinical trials. For example, our Phase 3 clinical trial in refractory status epilepticus (RSE) is conducted in hospitals, including academic medical centers, which have experienced high rates of COVID-19 admissions. As a result of limited resources related to COVID-19, our Phase 3 clinical trial for RSE has had unexpected site initiation delays and enrollment challenges throughout the second quarter of 2021. Given these most recent challenges, we now expect our top-line data readout for the RAISE trial to be second half of 2022. In addition, our ganaxolone clinical trials in the outpatient setting may be negatively impacted if patients and their caregivers do not want to participate while COVID-19 outbreaks continue. We are unable to predict the impact that COVID-19 will have in the future on our business, operating results, financial condition and cash flows. The duration and severity of the pandemic and its long-term impact on our business are uncertain at this time, and our ability to raise sufficient additional financing depends on many factors beyond our control, including the current volatility in the capital markets as a result of the COVID-19 pandemic. Liquidity We have not generated any product revenues and have incurred operating losses since inception, including losses of $51.0 million for the six months ended June 30, 2021 . There is no assurance that profitable operations will ever be achieved, and if achieved, could be sustained on a continuing basis. In addition, development activities, clinical and preclinical testing, if approved, and commercialization of our product candidates will require significant additional financing. Our accumulated deficit as of million and we expect to incur substantial losses in future periods. We plan to finance our future operations with a combination of proceeds from the issuance of equity securities, the issuance of debt, government funding, collaborations, licensing transactions and other commercial transactions and revenues from future product sales, if any. We have not generated positive cash flows from operations, and there are no assurances that we will be successful in obtaining an adequate level of financing for the development and, if approved, commercialization of our product candidates. On July 30, 2021, we entered into a collaboration agreement (the Collaboration Agreement) with Orion Corporation (Orion), whereby Orion received exclusive rights to commercialize the oral and IV dose formulations of ganaxolone in the European Economic Area, United Kingdom and Switzerland in multiple seizure disorders, including CDD, tuberous sclerosis complex (TSC) and RSE. Under the agreement, we received a 90 On May 11, 2021 (the Closing Date), we entered into a Credit Agreement and Guaranty (as amended by that certain letter agreement on May 17, 2021, the Credit Agreement) with Oaktree Fund Administration, LLC, as administrative agent and the lenders party thereto that provides for a five-year senior secured term loan facility in an aggregate original principal amount of up to $125.0 million available to us in five tranches as follows (collectively, the Term Loans). Refer to Note 9. Notes Payable for additional information. In September 2020, we entered into a contract (BARDA Contract) with the Biomedical Advanced Research and Development Authority (BARDA), a division of the U.S. Department of Health and Human Services’ Office of the Assistant Secretary for Preparedness and Response. Under the BARDA Contract, we receive d an award of up to an estimated $51 million for development of IV-administered ganaxolone for the treatment of RSE. The BARDA Contract provides for f unding to support , on a cost-sharing basis , the completion of a Phase 3 clinical trial of IV-administered ganaxolone in patients with RSE (RAISE Trial) , funding of pre-clinical studies to evaluate IV-administered ganaxolone could be an effective treatment for RSE due to chemical nerve gas agent exposure, and funding of certain manufacturing scale-up and regulatory activities. The BARDA Contract consists of an approximately two-year base period during which BARDA will provide approximately $21 million of funding for the RAISE Trial on a cost share basis and funding of additional preclinical studies of ganaxolone in nerve agent exposure models. Following successful completion of the RAISE Trial and preclinical studies in the base period, the BARDA Contract provides for approximately $30 million of additional BARDA funding for three options in support of manufacturing, supply chain, clinical, regulatory and toxicology activities. Under the BARDA Contract, we will be responsible for cost sharing in the amount of approximately $33 million and BARDA will be responsible for approximately $51 million, if all development options are completed. The contract period-of-performance (base period plus option exercises) is up to approximately five years. In connection with the closing of an equity financing in December 2020, we issued a total of 5,000,000 shares of common stock in an underwritten public offering resulting in aggregate net proceeds, after underwriting discounts and commissions in the public offering and other estimated offering expenses, of $64.9 million. Reverse stock split On September 23, 2020, we effected a 1 . All of the share and per share amounts included in the accompanying financial statements and these notes have been adjusted to reflect the Reverse Split . |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2021 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited interim consolidated financial statements include the accounts of Marinus Pharmaceuticals, Inc. (a Delaware corporation) as well as the accounts of Marinus Pharmaceuticals Emerald Limited (an Ireland company incorporated in February 2021), a wholly owned subsidiary requiring consolidation. Marinus Pharmaceuticals Emerald Limited serves as a corporate presence in the European Union for regulatory purposes. The unaudited interim consolidated financial statements included herein have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). Accordingly, they do not include all information and disclosures necessary for a presentation of our financial position, results of operations and cash flows in conformity with generally accepted accounting principles in the U.S. (GAAP) for annual financial statements. In the opinion of management, these unaudited interim consolidated financial statements reflect all adjustments, consisting primarily of normal recurring accruals, necessary for a fair presentation of our financial position and results of operations and cash flows for the periods presented. The results of operations for interim periods are not necessarily indicative of the results for the full year. These unaudited interim consolidated financial statements should be read in conjunction with the audited financial statements for the year ended December 31, 2020 and accompanying notes thereto included in our annual report on Form 10-K filed with the SEC on March 9, 2021. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from such estimates. Federal Contract Revenue We recognize federal contract revenue from the BARDA Contract in the period in which the allowable research and development expenses are incurred, and receivables associated with this revenue are recorded as federal contract revenue receivable on our interim consolidated balance sheets. This revenue is not within the scope of Accounting Standards Codification (ASC) 606 – Revenue from contracts with customers. Debt Issuance Costs Debt issuance costs incurred in connection with Note payable (Note 9) are amortized to interest expense over the term of the respective financing arrangement using the effective-interest method. Debt issuance costs, net of related amortization are deducted from the carrying value of the related debt. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value Measurements | |
Fair Value Measurements | 3. Fair Value Measurements FASB accounting guidance defines fair value as the price that would be received to sell an asset or paid to transfer a liability (the exit price) in an orderly transaction between market participants at the measurement date. The accounting guidance outlines a valuation framework and creates a fair value hierarchy in order to increase the consistency and comparability of fair value measurements and the related disclosures. In determining fair value, we use quoted prices and observable inputs. Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from independent sources. The fair value hierarchy is broken down into three levels based on the source of inputs as follows: ● Level 1 — Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities. ● Level 2 — Valuations based on observable inputs and quoted prices in active markets for similar assets and liabilities. ● Level 3 — Valuations based on inputs that are unobservable and models that are significant to the overall fair value measurement. If the inputs used to measure fair value fall within different levels of the hierarchy, the category level is based on the lowest priority level input that is significant to the fair value measurement of the instrument. The following fair value hierarchy table presents information about each major category of our financial assets and liabilities measured at fair value on a recurring basis (in thousands): Level 1 Level 2 Level 3 Total June 30, 2021 Assets Money market funds (cash equivalents) $ 112,348 $ — $ — $ 112,348 Total assets $ 112,348 $ — $ — $ 112,348 December 31, 2020 Assets Money market funds (cash equivalents) $ 138,509 $ — $ — $ 138,509 Certificates of deposit 1,474 — — 1,474 Total assets $ 139,983 $ — $ — $ 139,983 |
Accrued Expenses
Accrued Expenses | 6 Months Ended |
Jun. 30, 2021 | |
Accrued Expenses | |
Accrued Expenses | 4. Accrued Expenses Accrued expenses consisted of the following (in thousands): June 30, December 31, 2021 2020 Payroll and related costs $ 3,531 $ 4,097 Clinical trials and drug development 6,785 2,452 Professional fees 1,862 927 Short-term lease liabilities 529 510 Other 676 532 Total accrued expenses $ 13,383 $ 8,518 |
Investments
Investments | 6 Months Ended |
Jun. 30, 2021 | |
Investments | |
Investments | 5. Investments We did not have any investments as of June 30, 2021. As of December 31, 2020, our investments consisted of certificates of deposit with various financial institutions with original maturities of six to nine months. Investments are classified as short- or long-term investments on our balance sheets based on original maturity. Certificates of deposits were classified as held-to-maturity and were recorded at amortized cost, which approximated fair value. We have never experienced a credit loss on the principal or interest receivable of our cash equivalents or short-term investments. Our certificates of deposit are each individually and fully insured by the Federal Deposit Insurance Company (FDIC). Accordingly, we did not record any allowance for potential credit losses as of December 31, 2020. |
Loss Per Share of Common Stock
Loss Per Share of Common Stock | 6 Months Ended |
Jun. 30, 2021 | |
Loss Per Share of Common Stock | |
Loss Per Share of Common Stock | 6. Loss Per Share of Common Stock Basic loss per share is computed by dividing net loss applicable to common stockholders by the weighted average number of shares of common stock outstanding during each period. Diluted loss per share includes the effect, if any, from the potential exercise or conversion of securities, such as convertible preferred stock, convertible notes payable, warrants, stock options, and unvested restricted stock, which would result in the issuance of incremental shares of common stock. In computing the basic and diluted net loss per share applicable to common stockholders, the weighted average number of shares remains the same for both calculations due to the fact that when a net loss exists, dilutive shares are not included in the calculation. These potentially dilutive securities are more fully described in Note 7, and summarized in the table below: June 30, 2021 2020 Convertible preferred stock 915,000 1,860,600 Restricted stock 37,000 5,250 Stock options 4,622,470 3,224,885 5,574,470 5,090,735 |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2021 | |
Stockholders' Equity | |
Stockholders' Equity | 7. Stockholders’ Equity In 2005, we adopted the 2005 Stock Option and Incentive Plan (2005 Plan) that authorizes us to grant stock options, restricted stock and other equity-based awards. As of June 30, 2021, 6,565 options to purchase shares of common stock were outstanding pursuant to grants in connection with the 2005 Plan. additional shares are available for issuance under the 2005 Plan. In August 2014, we adopted our 2014 Equity Incentive Plan, most recently amended in May 2020 (2014 Plan), that authorizes us to grant stock options, restricted stock, and other equity-based awards, subject to adjustment in accordance with the 2014 Plan. The amount, terms of grants, and exercisability provisions are determined and set by our board of directors. As of June 30, 2021, The amount, terms of grants, and exercisability provisions are determined and set by our board of directors. Stock Options There were 4,622,470 stock options outstanding as of June 30, 2021 at a weighted-average exercise price of $12.25 per share, including 1,323,791 stock options outstanding outside of the 2014 Plan, granted as inducements to new employees. per share. Of the options granted, 1,026,666 options were granted pursuant to the 2014 Plan and 558,996 were granted outside of the 2014 Plan as inducements for new employees. Total compensation cost recognized for all stock option awards in the statements of operations is as follows (in thousands): Three Months Ended Six Months Ended June 30, June 30, 2021 2020 2021 2020 Research and development $ 1,083 $ 678 $ 2,273 $ 1,407 General and administrative 1,827 1,114 5,617 2,260 Total $ 2,910 $ 1,792 $ 7,890 $ 3,667 Restricted Stock All issued and outstanding restricted shares of common stock are time-based, and become vested between one after the grant date. Compensation expense is recorded ratably over the requisite service period. Compensation expense related to restricted stock is measured based on the fair value using the closing market price of our common stock on the date of the grant. We issued 15,000 and 5,250 restricted shares of common stock during the six months ended June 30, 2021 and 2020, respectively. As of June 30, 2021 there were 37,000 restricted shares of common stock outstanding. Total compensation cost recognized for all restricted stock awards in the statements of operations is as follows (in thousands): Three Months Ended Six Months Ended June 30, June 30, 2021 2020 2021 2020 General and administrative 81 4 136 5 Total $ 81 $ 4 $ 136 $ 5 Preferred Stock As of June 30, 2021, 4,575 shares of our Series A Convertible Preferred Stock (Preferred Stock) remained outstanding, convertible into 915,000 shares of our common stock. In the second quarter of 2021, 178 shares of our Preferred Stock were converted into 35,600 shares of common stock. In May 2020, a registration statement covering the resale of shares of our common stock underlying our Preferred Stock was declared effective by the SEC. In accordance with the securities purchase agreements underlying the Preferred Stock, the liquidation preference was terminated, and we reclassified the Preferred Stock into permanent equity. Deemed Dividends On March 31, 2020, our stockholders approved an amendment to our company charter, which was filed with the Secretary of State of the State of Delaware to increase the number of authorized shares of common stock, which resulted in the recognition of a beneficial conversion feature on our Preferred Stock. Accordingly, we recorded he difference between the conversion price and the fair value of our common stock on the commitment date (transaction date) i |
Leases
Leases | 6 Months Ended |
Jun. 30, 2021 | |
Leases | |
Leases | 8. Leases We have entered into operating leases for real estate. These leases have terms which range from 36 24 June 30, 2021 December 31, 2020, respectively As of June 30, 2021 and December 31, 2020, ROU assets were $1.8 million and $2.0 million, respectively, and operating lease liabilities were $2.8 million and $3.0 million, respectively. We have entered into various short-term operating leases, primarily for clinical trial equipment, with an initial term of twelve months or less. These leases are not recorded on our balance sheets. All operating lease expense is recognized on a straight-line basis over the lease term. During the three months ended June 30, 2021 and 2020, we recognized $0.1 million and $0.3 million, respectively, in total lease costs. During the six months ended June 30, 2021 and 2020, we recognized $ million, respectively, in total lease costs. In all periods, we recognized Because the rate implicit in each lease is not readily determinable, we use our incremental borrowing rate to determine the present value of the lease payments. The weighted average incremental borrowing rate used to determine the initial value of ROU assets and lease liabilities was 11.0%, derived from a corporate yield curve based on a synthetic credit rating model using a market signal analysis. We have certain contracts for real estate which may contain lease and non-lease components which we have elected to treat as a single lease component. ROU assets for operating leases are periodically reduced by impairment losses. We use the long-lived assets impairment guidance in ASC Subtopic 360-10, Property, Plant, and Equipment – Overall, to determine whether an ROU asset is impaired, and if so, the amount of the impairment loss to recognize. As of June 30, 2021 and December 31, 2020, we have not recognized any impairment losses for our ROU assets. We monitor for events or changes in circumstances that require a reassessment of one of our leases. When a reassessment results in the remeasurement of a lease liability, a corresponding adjustment is made to the carrying amount of the corresponding ROU asset unless doing so would reduce the carrying amount of the ROU asset to an amount less than zero. In that case, the amount of the adjustment that would result in a negative ROU asset balance is recorded in our interim consolidated statements of operations and comprehensive loss. Maturities of operating lease liabilities as of June 30, 2021 were as follows (in thousands): Remaining six months of 2021 408 2022 807 2023 823 2024 840 Thereafter 642 3,520 Less: imputed interest (725) Total lease liabilities $ 2,795 Current operating lease liabilities $ 529 Non-current operating lease liabilities 2,266 Total lease liabilities $ 2,795 |
Notes Payable
Notes Payable | 6 Months Ended |
Jun. 30, 2021 | |
Notes Payable | |
Notes Payable | 9. Notes Payable On May 11, 2021 (the Closing Date), the Company entered into the Credit Agreement with Oaktree Fund Administration, LLC as administrative agent (Oaktree) and the lenders party thereto (collectively, the “Lenders”) that provides for a five-year senior secured term loan facility in an aggregate original principal amount of up to $125.0 million, available to the Company in five tranches (collectively, the “Term Loans”). Upon entering into the Credit Agreement, the Company borrowed $15.0 million in term loans from the Lenders (the “Tranche A-1 Term Loan”). Under the terms of the Credit Agreement, the Company may, at its sole discretion, borrow from the Lenders up to an additional $110.0 million in term loans subject to certain milestone events, as follows: ● Through December 31, 2021, $30.0 million of tranche A-2 term loans will be available for draw if the Company receives written acceptance by the FDA of an NDA filing relating to the use of ganaxolone in the treatment of CDD. ● Through December 31, 2022, $30.0 million of tranche B term loans will be available for draw if the Company receives written approval from the FDA of an NDA permitting the marketing of ganaxolone in the U.S. to treat CDD (FDA Approval). ● Through June 30, 2023, $25.0 million of tranche C term loans will be available for draw if the Company receives FDA Approval and completes one or more financings (including through the issuance of common stock, convertible debt, subordinated debt, a synthetic royalty, or a sublicense) resulting in gross proceeds to the Company of at least $40.0 million and net proceeds to the Company of at least $36.0 million. In addition, the availability of this tranche is subject to certain clinical outcomes. ● Through December 31, 2023, $25.0 million of tranche D term loans will be available for draw if the Company receives FDA Approval and earns at least $50 million in net product revenue in the U.S. for six consecutive months. In addition, the Credit Agreement contains a minimum liquidity covenant that requires the Company to maintain cash and cash equivalents of at least $10.0 million from the Closing Date until the funding of the tranche A-2 term loans, at least $20.0 million from the funding of the tranche A- 2 term loans until the funding of the tranche B term loans, and at least $15.0 million from the funding date of the tranche B term loans until the maturity of the Term Loans. The Term Loans will be guaranteed by certain of the Company’s future subsidiaries (Guarantors). The Company’s obligations under the Credit Agreement are secured by a pledge of substantially all of the Company’s assets and will be secured by a pledge of substantially all of the assets of the Guarantors. The Term Loans mature on May 11, 2026 (Maturity Date). The Term Loans bear interest at a fixed per annum rate (subject to increase during an event of default) of 11.50% , and the Company is required to make quarterly interest payments until the Maturity Date. The Company is also required to make quarterly principal payments beginning on June 30, 2024 in an amount equal to 5.0% of the aggregate amount of the Term Loans outstanding on June 30, 2024, and continuing until the Maturity Date. On the Maturity Date, the Company is required to pay in full all outstanding Term Loans and other amounts owed under the Credit Agreement. At the time of borrowing any tranche of the Term Loans, the Company is required to pay an upfront fee of 2.0% of the aggregate principal amount borrowed at that time. In addition, a commitment fee of 75 basis points per annum will accrue on each of the tranche B, C, and D commitments for the period beginning 120 days after the funding date of the tranche A-2 term loans until the applicable tranche is either funded or terminated. The Company may prepay all or any portion of the Term Loans, and is required to make mandatory prepayments of the Term Loans from the proceeds of asset sales, casualty and condemnation events, and prohibited debt issuances, subject to certain exceptions. All mandatory and voluntary prepayments of the Term Loans are subject to prepayment premiums equal to (i) of the principal prepaid if prepayment occurs after May 11, 2024 but on or before May 11, 2025. If prepayment occurs after May 11, 2025, prepayment premium is due. The Company is also required to make mandatory prepayments of the Term Loans upon an event of default under the Credit Agreement resulting from the occurrence of a change of control. These mandatory prepayments are subject to a prepayment premium equal to (i) In addition, the Company is required to pay an exit fee in an amount equal to 2.0% of all principal repaid, whether as a mandatory prepayment, voluntary prepayment, or a scheduled repayment. In addition to the minimum liquidity covenant, the Company is subject to a number of affirmative and restrictive covenants under the Credit Agreement, including limitations on its ability and its subsidiaries’ abilities, among other things, to incur additional debt, grant or permit additional liens, make investments and acquisitions, merge or consolidate with others, dispose of assets, pay dividends and distributions, and enter into affiliate transactions, subject to certain exceptions. As of June 30, 2021 the Company was in compliance with all covenants. Upon the occurrence of certain events, including but not limited to the Company’s failure to satisfy its payment obligations under the Credit Agreement, the breach of certain of its other covenants under the Credit Agreement, the occurrence of cross defaults to other indebtedness, or defaults related to enforcement action by the FDA or other Regulatory Authority or recall of ganaxolone, Oaktree and the Lenders will have the right, among other remedies, to accelerate all amounts outstanding under the Term Loans and declare all principal, interest, and outstanding fees immediately due and payable. The Company borrowed $15.0 million upon entering into the Credit Agreement in May 2021 and incurred debt issuance costs of $4.4 million, including the exit fee of $0.3 million, that are classified as a contra-liability on the consolidated balance sheet and are being recognized as interest expense over the term of the loan using the effective-interest method. For the six months ended June 30, 2021, the Company recognized interest expense of $0.3 million, of which $0.2 million was interest on the Term Loans and $0.1 million was non-cash interest expense related to the amortization of debt issuance costs. The following table summarizes the composition of Notes payable as reflected on the consolidated balance sheet as of June 30, 2021 (in thousands): Gross proceeds $ 15,000 Contractual exit fee 300 Unamortized debt discount and issuance costs (4,330) Total $ 10,970 The aggregate maturities of Notes payable as of June 30, 2021 are as follows (in thousands): Remainder of 2021 $ — 2022 — 2023 — 2024 2,250 2025 and thereafter 12,750 Total $ 15,000 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
Summary of Significant Accounting Policies | |
Basis of Presentation | Basis of Presentation The accompanying unaudited interim consolidated financial statements include the accounts of Marinus Pharmaceuticals, Inc. (a Delaware corporation) as well as the accounts of Marinus Pharmaceuticals Emerald Limited (an Ireland company incorporated in February 2021), a wholly owned subsidiary requiring consolidation. Marinus Pharmaceuticals Emerald Limited serves as a corporate presence in the European Union for regulatory purposes. The unaudited interim consolidated financial statements included herein have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). Accordingly, they do not include all information and disclosures necessary for a presentation of our financial position, results of operations and cash flows in conformity with generally accepted accounting principles in the U.S. (GAAP) for annual financial statements. In the opinion of management, these unaudited interim consolidated financial statements reflect all adjustments, consisting primarily of normal recurring accruals, necessary for a fair presentation of our financial position and results of operations and cash flows for the periods presented. The results of operations for interim periods are not necessarily indicative of the results for the full year. These unaudited interim consolidated financial statements should be read in conjunction with the audited financial statements for the year ended December 31, 2020 and accompanying notes thereto included in our annual report on Form 10-K filed with the SEC on March 9, 2021. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from such estimates. |
Federal Contract Revenue | Federal Contract Revenue We recognize federal contract revenue from the BARDA Contract in the period in which the allowable research and development expenses are incurred, and receivables associated with this revenue are recorded as federal contract revenue receivable on our interim consolidated balance sheets. This revenue is not within the scope of Accounting Standards Codification (ASC) 606 – Revenue from contracts with customers. |
Debt Issuance Costs | Debt Issuance Costs Debt issuance costs incurred in connection with Note payable (Note 9) are amortized to interest expense over the term of the respective financing arrangement using the effective-interest method. Debt issuance costs, net of related amortization are deducted from the carrying value of the related debt. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value Measurements | |
Summary of major categories of financial assets and liabilities measured at fair value on a recurring basis | The following fair value hierarchy table presents information about each major category of our financial assets and liabilities measured at fair value on a recurring basis (in thousands): Level 1 Level 2 Level 3 Total June 30, 2021 Assets Money market funds (cash equivalents) $ 112,348 $ — $ — $ 112,348 Total assets $ 112,348 $ — $ — $ 112,348 December 31, 2020 Assets Money market funds (cash equivalents) $ 138,509 $ — $ — $ 138,509 Certificates of deposit 1,474 — — 1,474 Total assets $ 139,983 $ — $ — $ 139,983 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Accrued Expenses | |
Schedule of accrued expenses | Accrued expenses consisted of the following (in thousands): June 30, December 31, 2021 2020 Payroll and related costs $ 3,531 $ 4,097 Clinical trials and drug development 6,785 2,452 Professional fees 1,862 927 Short-term lease liabilities 529 510 Other 676 532 Total accrued expenses $ 13,383 $ 8,518 |
Loss Per Share of Common Stock
Loss Per Share of Common Stock (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Loss Per Share of Common Stock | |
Schedule of antidilutive securities excluded from the computation of diluted weighted average shares outstanding | June 30, 2021 2020 Convertible preferred stock 915,000 1,860,600 Restricted stock 37,000 5,250 Stock options 4,622,470 3,224,885 5,574,470 5,090,735 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Stock options | |
Schedule of total compensation cost recognized in the statement of operations | Total compensation cost recognized for all stock option awards in the statements of operations is as follows (in thousands): Three Months Ended Six Months Ended June 30, June 30, 2021 2020 2021 2020 Research and development $ 1,083 $ 678 $ 2,273 $ 1,407 General and administrative 1,827 1,114 5,617 2,260 Total $ 2,910 $ 1,792 $ 7,890 $ 3,667 |
Restricted stock | |
Schedule of total compensation cost recognized in the statement of operations | Total compensation cost recognized for all restricted stock awards in the statements of operations is as follows (in thousands): Three Months Ended Six Months Ended June 30, June 30, 2021 2020 2021 2020 General and administrative 81 4 136 5 Total $ 81 $ 4 $ 136 $ 5 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Leases | |
Schedule of maturities of operating lease liabilities | Maturities of operating lease liabilities as of June 30, 2021 were as follows (in thousands): Remaining six months of 2021 408 2022 807 2023 823 2024 840 Thereafter 642 3,520 Less: imputed interest (725) Total lease liabilities $ 2,795 Current operating lease liabilities $ 529 Non-current operating lease liabilities 2,266 Total lease liabilities $ 2,795 |
Notes Payable (Tables)
Notes Payable (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Notes Payable | |
Summary of composition of Notes payable | Gross proceeds $ 15,000 Contractual exit fee 300 Unamortized debt discount and issuance costs (4,330) Total $ 10,970 |
Schedule of maturities of Notes payable over the next five years | Remainder of 2021 $ — 2022 — 2023 — 2024 2,250 2025 and thereafter 12,750 Total $ 15,000 |
Description of the Business a_2
Description of the Business and Liquidity (Details) $ in Thousands, € in Millions | Jul. 30, 2021EUR (€) | May 11, 2021USD ($)tranche | Sep. 23, 2020shares | Dec. 31, 2020USD ($)shares | Sep. 30, 2020USD ($) | Jun. 30, 2020USD ($)shares | Jun. 30, 2021USD ($)shares | Mar. 31, 2021USD ($) | Jun. 30, 2020USD ($) | Mar. 31, 2020USD ($) | Jun. 30, 2021USD ($)shares | Jun. 30, 2020USD ($) |
Liquidity | ||||||||||||
Net loss | $ 23,823 | $ 27,141 | $ 15,675 | $ 18,672 | $ 50,964 | $ 34,347 | ||||||
Accumulated deficit | $ 311,929 | $ 362,893 | $ 362,893 | |||||||||
Reverse stock split ratio | 0.25 | |||||||||||
Common stock, shares authorized | shares | 150,000,000 | 150,000,000 | 150,000,000 | 150,000,000 | ||||||||
Oaktree Capital Management LP Credit Agreement | ||||||||||||
Liquidity | ||||||||||||
Term of loan facility | 5 years | |||||||||||
Maximum borrowing capacity available under the credit agreement | $ 125,000 | |||||||||||
Number of tranches | tranche | 5 | |||||||||||
BARDA Contract | ||||||||||||
Liquidity | ||||||||||||
Maximum amount to be awarded under the contract | $ 51,000 | |||||||||||
Contract base period | 2 years | |||||||||||
Amount of funding to be provided during contract base period | $ 21,000 | |||||||||||
Amount of additional funding to be provided following successful completion of clinical trial and preclinical studies in base period | 30,000 | |||||||||||
Cost sharing, amount | 33,000 | |||||||||||
Cost sharing, BARDA amount | $ 51,000 | |||||||||||
Contract period-of-performance | 5 years | |||||||||||
Collaboration Agreement with Orion | ||||||||||||
Liquidity | ||||||||||||
Upfront fee received | € | € 25 | |||||||||||
R&D reimbursement and cash milestone payments to be received | € | € 97 | |||||||||||
Number of days from receipt of the final report, in which the collaboration agreement may be terminated | 90 days | |||||||||||
Percentage of upfront fee which must be refunded in the event of termination | 75.00% | |||||||||||
Common Stock | Public Offering | ||||||||||||
Liquidity | ||||||||||||
Issuance of common stock (in shares) | shares | 5,000,000 | 4,600,000 | ||||||||||
Proceeds from equity offerings, net of offering costs | $ 64,900 | $ 42,900 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - Recurring basis - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Assets | ||
Total assets | $ 112,348 | $ 139,983 |
Money market funds | ||
Assets | ||
Cash and cash equivalents, fair value | 112,348 | 138,509 |
Certificates of deposit | ||
Assets | ||
Investments | 1,474 | |
Level 1 | ||
Assets | ||
Total assets | 112,348 | 139,983 |
Level 1 | Money market funds | ||
Assets | ||
Cash and cash equivalents, fair value | $ 112,348 | 138,509 |
Level 1 | Certificates of deposit | ||
Assets | ||
Investments | $ 1,474 |
Accrued Expenses (Details)
Accrued Expenses (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Accrued Expenses | ||
Payroll and related costs | $ 3,531 | $ 4,097 |
Clinical trials and drug development | 6,785 | 2,452 |
Professional fees | 1,862 | 927 |
Short-term lease liabilities | 529 | 510 |
Other | 676 | 532 |
Total accrued expenses | $ 13,383 | $ 8,518 |
Loss Per Share of Common Stoc_2
Loss Per Share of Common Stock (Details) - shares | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Loss per share of common stock | ||
Antidilutive securities excluded from the computation of diluted weighted average shares outstanding (in shares) | 5,574,470 | 5,090,735 |
Convertible preferred stock | ||
Loss per share of common stock | ||
Antidilutive securities excluded from the computation of diluted weighted average shares outstanding (in shares) | 915,000 | 1,860,600 |
Restricted stock | ||
Loss per share of common stock | ||
Antidilutive securities excluded from the computation of diluted weighted average shares outstanding (in shares) | 37,000 | 5,250 |
Stock options. | ||
Loss per share of common stock | ||
Antidilutive securities excluded from the computation of diluted weighted average shares outstanding (in shares) | 4,622,470 | 3,224,885 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2021 | Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Shares | ||||||
Conversion of Series A convertible preferred stock (in shares) | 178 | |||||
Number of common shares issued for each convertible Series A preferred stock | 915,000 | 915,000 | ||||
Deemed Dividends | ||||||
Deemed dividends on Series A convertible preferred stock | $ 8,900 | |||||
Series A Convertible Preferred Stock | ||||||
Shares | ||||||
Preferred stock, shares outstanding | 4,575 | 4,575 | 4,753 | |||
Common Stock | ||||||
Shares | ||||||
Conversion of Series A convertible preferred stock (in shares) | 35,600 | |||||
Stock options | ||||||
Stock option and incentive plans | ||||||
Total compensation cost | $ 2,910 | $ 1,792 | $ 7,890 | $ 3,667 | ||
Stock Options | ||||||
Outstanding (in shares) | 4,622,470 | 4,622,470 | ||||
Outstanding, weighted-average exercise price (in dollars per share) | $ 12.25 | $ 12.25 | ||||
Granted (in shares) | 1,585,662 | |||||
Granted (in dollars per share) | $ 13.57 | |||||
Stock options | Research and development | ||||||
Stock option and incentive plans | ||||||
Total compensation cost | $ 1,083 | 678 | $ 2,273 | 1,407 | ||
Stock options | General and administrative | ||||||
Stock option and incentive plans | ||||||
Total compensation cost | 1,827 | 1,114 | 5,617 | 2,260 | ||
Restricted stock | ||||||
Stock option and incentive plans | ||||||
Total compensation cost | $ 81 | 4 | $ 136 | $ 5 | ||
Shares | ||||||
Issued (in shares) | 15,000 | 5,250 | ||||
Outstanding (in shares) | 37,000 | 37,000 | ||||
Restricted stock | Minimum | ||||||
Stock option and incentive plans | ||||||
Vesting period | 1 year | |||||
Restricted stock | Maximum | ||||||
Stock option and incentive plans | ||||||
Vesting period | 3 years | |||||
Restricted stock | General and administrative | ||||||
Stock option and incentive plans | ||||||
Total compensation cost | $ 81 | $ 4 | $ 136 | $ 5 | ||
2005 Plan | ||||||
Stock option and incentive plans | ||||||
Common stock reserved for issuance (in shares) | 0 | 0 | ||||
2005 Plan | Stock options | ||||||
Stock Options | ||||||
Outstanding (in shares) | 6,565 | 6,565 | ||||
2014 Plan | ||||||
Stock option and incentive plans | ||||||
Common stock reserved for issuance (in shares) | 941,507 | 941,507 | ||||
2014 Plan | Stock options | ||||||
Stock Options | ||||||
Outstanding (in shares) | 3,292,114 | 3,292,114 | ||||
Granted (in shares) | 1,026,666 | |||||
Equity Incentive Plan, Employee Inducments | Stock options | ||||||
Stock Options | ||||||
Outstanding (in shares) | 1,323,791 | 1,323,791 | ||||
Granted (in shares) | 558,996 |
Leases (Details)
Leases (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Leases | |||||
Weighted average remaining lease term | 51 months | 51 months | |||
Right-of-use assets | $ 1,800 | $ 1,800 | $ 2,000 | ||
Operating lease liabilities | $ 2,795 | $ 2,795 | $ 3,000 | ||
Operating Lease, Liability, Statement of Financial Position [Extensible List] | us-gaap:OtherAccruedLiabilitiesNoncurrent us-gaap:AccruedLiabilitiesCurrent | us-gaap:OtherAccruedLiabilitiesNoncurrent us-gaap:AccruedLiabilitiesCurrent | us-gaap:OtherAccruedLiabilitiesNoncurrent us-gaap:AccruedLiabilitiesCurrent | ||
Total lease costs | $ 100 | $ 300 | $ 200 | $ 300 | |
Weighted-average incremental borrowing rate used to determine right-of-use assets and lease liabilities | 11.00% | 11.00% | |||
Maturities of operating lease liabilities | |||||
Remaining six months of 2021 | $ 408 | $ 408 | |||
2022 | 807 | 807 | |||
2023 | 823 | 823 | |||
2024 | 840 | 840 | |||
Thereafter | 642 | 642 | |||
Total lease payments | 3,520 | 3,520 | |||
Less: imputed interest | (725) | (725) | |||
Total lease liabilities | 2,795 | 2,795 | $ 3,000 | ||
Current operating lease liabilities | 529 | 529 | |||
Non-current operating lease liabilities | $ 2,266 | $ 2,266 | |||
Minimum | |||||
Leases | |||||
Operating lease agreement term | 36 months | 36 months | |||
Operating lease renewal term | 24 months | 24 months | |||
Maximum | |||||
Leases | |||||
Operating lease agreement term | 78 months | 78 months | |||
Operating lease renewal term | 60 months | 60 months | |||
Short-term operating lease costs | $ 100 | $ 100 | $ 100 | $ 100 |
Notes Payable - Narratives (Det
Notes Payable - Narratives (Details) $ in Thousands | May 11, 2021USD ($)tranche | Jun. 30, 2021USD ($) | Jun. 30, 2021USD ($) |
Debt Instrument [Line Items] | |||
Contractual exit fee | $ 300 | $ 300 | |
Interest Expense | $ 351 | 351 | |
Amortization of debt issuance costs | 111 | ||
Scenario Of Prepayment Occurs Between May 11, 2023 To May 11, 2024 | |||
Debt Instrument [Line Items] | |||
Prepayment premium (as a percent) | 4.00% | ||
Oaktree Capital Management LP Credit Agreement | |||
Debt Instrument [Line Items] | |||
Term of loan facility | 5 years | ||
Maximum borrowing capacity available under the credit agreement | $ 125,000 | ||
Number of tranches | tranche | 5 | ||
Additional borrowing capacity available, subject to certain milestone events | $ 110,000 | ||
Proceeds from line of credit | $ 15,000 | ||
Accrued interest rate (as a percent) | 11.50% | ||
Percentage of periodic principal payment | 5.00% | ||
Upfront fee (as a percent) | 2.00% | ||
Commitment fees | 0.75% | ||
Commitment fee accrual period | 120 days | ||
Percentage of term loan exit fees | 2.00% | ||
Debt issuance costs | $ 4,400 | ||
Contractual exit fee | 300 | ||
Interest Expense | 300 | ||
Interest on term loan | 200 | ||
Amortization of debt issuance costs | $ 100 | ||
Oaktree Capital Management LP Credit Agreement | Maturity of A1 term loan until the funding of the tranche A-2 term loans | |||
Debt Instrument [Line Items] | |||
Minimum liquidity to be maintained | 10,000 | ||
Oaktree Capital Management LP Credit Agreement | Funding of the tranche A- 2 term loans until the funding of the tranche B term loans | |||
Debt Instrument [Line Items] | |||
Minimum liquidity to be maintained | 20,000 | ||
Oaktree Capital Management LP Credit Agreement | Funding date of the tranche B term loans until the maturity of the Term Loans | |||
Debt Instrument [Line Items] | |||
Minimum liquidity to be maintained | $ 15,000 | ||
Oaktree Capital Management LP Credit Agreement | Scenario Of Prepayment On Or Before May 11, 2023 | |||
Debt Instrument [Line Items] | |||
Prepayment premium (as a percent) | 4.00% | ||
Oaktree Capital Management LP Credit Agreement | Scenario Of Prepayment Between May 11, 2024 To May 11, 2025 | |||
Debt Instrument [Line Items] | |||
Prepayment premium (as a percent) | 2.00% | ||
Oaktree Capital Management LP Credit Agreement | Scenario Of Prepayment After May 11, 2025 | |||
Debt Instrument [Line Items] | |||
Prepayment premium (as a percent) | 0.00% | ||
Oaktree Capital Management LP Credit Agreement | Prepayment occurs on or before May 11, 2022 | |||
Debt Instrument [Line Items] | |||
Prepayment premium (as a percent) | 12.50% | ||
Oaktree Capital Management LP Credit Agreement | Prepayment occurs after May 11, 2022 but on or before May 11, 2023 | |||
Debt Instrument [Line Items] | |||
Prepayment premium (as a percent) | 10.00% | ||
Oaktree Capital Management LP Credit Agreement | Term Loans Tranche A-1 | |||
Debt Instrument [Line Items] | |||
Proceeds from line of credit | $ 15,000 | ||
Oaktree Capital Management LP Credit Agreement | Term Loans Tranche A-2 | |||
Debt Instrument [Line Items] | |||
Additional borrowing capacity available, subject to certain milestone events | 30,000 | ||
Oaktree Capital Management LP Credit Agreement | Term Loan Tranche B | |||
Debt Instrument [Line Items] | |||
Additional borrowing capacity available, subject to certain milestone events | 30,000 | ||
Oaktree Capital Management LP Credit Agreement | Term Loan Tranche C | |||
Debt Instrument [Line Items] | |||
Additional borrowing capacity available, subject to certain milestone events | 25,000 | ||
Gross proceeds from sublicense, minimum | 40,000 | ||
Net proceeds from sublicense, minimum | 36,000 | ||
Oaktree Capital Management LP Credit Agreement | Term Loan Tranche D | |||
Debt Instrument [Line Items] | |||
Additional borrowing capacity available, subject to certain milestone events | 25,000 | ||
Net product revenue, minimum | $ 50,000 | ||
Net product revenue, consecutive earning period | 6 months |
Debt - Composition of debt (Det
Debt - Composition of debt (Details) $ in Thousands | Jun. 30, 2021USD ($) |
Notes Payable | |
Gross proceeds | $ 15,000 |
Contractual exit fee | 300 |
Unamortized debt discount and issuance costs | (4,330) |
Total | $ 10,970 |
Debt - Debt maturities (Details
Debt - Debt maturities (Details) $ in Thousands | Jun. 30, 2021USD ($) |
Notes Payable | |
2024 | $ 2,250 |
2025 and thereafter | 12,750 |
Total | $ 15,000 |